UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 50300 / September 1, 2004

INVESTMENT ADVISERS ACT OF 1940
Release No. 2291 / September 1, 2004

Admin. Proc. File No. 3-11424

In the Matter of

CHARLES B. SPADONI,

Respondent.

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ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTION 15 (b) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 203 (f) OF THE INVESTMENT ADVISORS ACT OF 1940

I.

On March 9, 2004, the Securities and Exchange Commission ("Commission") instituted public administrative proceedings pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against Charles B. Spadoni ("Spadoni" or "Respondent").

II.

Respondent has submitted an Offer of Settlement (the "Offer") that the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in Sections III.8 and III.9 below, which are admitted, Respondent consents to the entry of this Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940 ("Order"), as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

1. Respondent Spadoni is age 55 and resides in West Hartford, Connecticut. Spadoni was vice president and general counsel to Triumph Capital Group, Inc. ("Triumph"), an investment firm headquartered in Boston, Massachusetts, from 1997 through July 2003.

2. Among other things, through its management and affiliated entities, Triumph managed private equity funds. Triumph received management fees from its funds, and, through its management, controlled the investment decisions of the funds. A Triumph-controlled entity, Tri-Conn II Advisors, L.P., was the general partner of a private equity fund, Triumph Connecticut II L.P ("Triumph Connecticut II"). In November 1998, the State of Connecticut invested $200 million in pension funds in Triumph Connecticut II, and was its sole limited partner.

3. During the relevant time period, Spadoni was also an executive officer of TCI-II Advisors, Inc., a Triumph-related entity that was a general partner of TCI-II Advisors, L.P. TCI-II Advisors, L.P. was general partner of a Triumph fund called Triumph Capital Investors II, L.P. Spadoni was also associated with another Triumph-related entity, Triumph Corporate Finance Group, Inc.

5. During the relevant period, Triumph Corporate Finance Group, Inc., was a broker or dealer registered with the Commission.

6. During the relevant period, Spadoni was a person associated with an investment adviser.

7. During the relevant period, Spadoni was a person associated with a broker or dealer.

8. On October 10, 2000, a United States Grand Jury for the District of Connecticut indicted Spadoni and others for their roles in a scheme involving investment of Connecticut state pension fund assets during 1998 by the then-Treasurer of Connecticut (the "Treasurer"). The case was filed in the United States District Court for the District of Connecticut, and is entitled U.S. v. Triumph Capital Group, Inc. et al., Criminal No. 3:00CR-217 (EBB). Among other things, the indictment charged that Spadoni and others provided consulting contracts valued at approximately $2 million to two close associates of the Treasurer as consideration for the Treasurer's decision to increase the amount of the State of Connecticut pension fund investment with Triumph Connecticut II. The indictment also charged Spadoni and one other party with obstruction of justice concerning Spadoni's destruction of documents in and after June 1999 relevant to a grand jury investigation concerning the investment by the State of Connecticut pension fund.

9. On July 16, 2003, the jury in the criminal action returned a guilty verdict against Spadoni. The verdict found Spadoni guilty of: (a) one count of racketeering in violation of 18 U.S.C. § 1962(c) concerning acts of bribery and obstruction of justice; (b) one count of racketeering conspiracy in violation of 18 U.S.C. § 1962(d) concerning acts of bribery and obstruction of justice; (c) one count of theft/bribery concerning programs receiving federal funds in violation of 18 U.S.C. §§ 666(a)(2) and 2; (d) four counts of wire fraud/theft of honest services in violation of 18 U.S.C. §§ 1343, 1436, and 2; and (e) one count of obstruction of justice in violation of 18 U.S.C. § 1503.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondent's Offer.

ACCORDINGLY, IT IS HEREBY ORDERED:

1. Pursuant to Section 15(b)(6) of the Exchange Act and Section 203(f) of the Advisers Act, that Respondent Spadoni be, and hereby is barred from association with any broker, dealer, or investment adviser; and

2. Any reapplication for association by the Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order; and (e) any restitution order that may be imposed in the criminal case related to the conduct that served as the basis for the Commission order.